Nebius Group (NBIS) upsized with 1.62M-share option exercise in offering

Rhea-AI Filing Summary

Nebius Group N.V. reports that underwriters have exercised their option to purchase an additional 1,621,621 Class A shares in the company’s previously announced underwritten public offering at an offering price of $92.50 per share, before underwriting discounts and commissions. This increases the size of the existing equity offering, allowing more shares to be sold under the same terms.

The report also states that this Form 6-K, excluding the attached press release, is incorporated by reference into Nebius Group’s effective registration statements on Form F-3ASR and Form S-8, so the information becomes part of those shelf and employee benefit plan filings.

Insights

Capital markets analyst

Underwriters exercised an over-allotment option, modestly increasing Nebius Group’s ongoing equity offering size.

Nebius Group N.V. discloses that underwriters have exercised their option to purchase an additional 1,621,621 Class A shares in its previously announced underwritten public offering at $92.50 per share, before underwriting discounts and commissions. This type of option, often called an over-allotment or greenshoe, lets underwriters buy extra shares on the same terms as the main deal.

The exercise means more Nebius shares will be sold into the market under the current offering framework, which can slightly increase overall share supply relative to the initial deal size. The filing also incorporates this information into the company’s Form F-3ASR and Form S-8 registration statements, ensuring those base and employee-related registration documents reflect the updated capital-raising activity.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

September 22, 2025

NEBIUS GROUP N.V.

Schiphol Boulevard 165

1118 BG, Schiphol, the Netherlands.

Tel: +31 202 066 970

(Address, Including ZIP Code, and Telephone Number,

Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x         Form 40-F ¨

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Furnished as Exhibit 99.1 to this Report on Form 6-K is the press release by Nebius Group N.V. (the “Company”) announcing the exercise of the underwriters’ option to purchase an additional 1,621,621 Class A shares in the Company’s previously announced underwritten public offering at the offering price of $92.50, less underwriting discounts and commissions.

INCORPORATION BY REFERENCE

This Report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934), including any prospectuses forming a part of such Registration Statements, to the extent not superseded by documents or reports subsequently filed or furnished.

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press release dated September 22, 2025, announcing the exercise of the underwriters’ option to purchase additional Class A shares.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEBIUS GROUP N.V.
Date: September 22, 2025	By:	/s/ Boaz Tal
		Boaz Tal
		General Counsel

FAQ

What did Nebius Group (NBIS) disclose in this Form 6-K?

Nebius Group N.V. disclosed that underwriters exercised their option to purchase an additional 1,621,621 Class A shares in its previously announced underwritten public offering at an offering price of $92.50 per share, before underwriting discounts and commissions.

How many additional Nebius Group (NBIS) shares are being purchased under the option?

Underwriters are purchasing an additional 1,621,621 Class A shares of Nebius Group N.V. pursuant to the exercised option in the existing underwritten public offering.

At what price are the additional Nebius Group (NBIS) Class A shares being sold?

The additional Nebius Group Class A shares are being sold at an offering price of $92.50 per share, less underwriting discounts and commissions, consistent with the previously announced underwritten public offering.

Is this new Nebius Group (NBIS) offering or part of an existing one?

This transaction is part of a previously announced underwritten public offering. The Form 6-K describes underwriters exercising their option to purchase additional Class A shares under that existing offering.

How does this Form 6-K relate to Nebius Group’s existing registration statements?

The Form 6-K, excluding the press release exhibit, is incorporated by reference into Nebius Group’s registration statements on Form F-3ASR (File No. 333-286932) and Form S-8 (File No. 333-286934).

What document provides more details on Nebius Group (NBIS) option exercise announcement?

More detail is provided in the press release furnished as Exhibit 99.1, dated September 22, 2025, which announces the exercise of the underwriters’ option to purchase additional Class A shares.